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From: jonathan.lewis@:__
Sent: Wed 18/09/2013 4:
To:
Cc:
Subject: RE: Prospectus POL comments
Ok. Interesting. I will put a shot across the bows back to Slaughters then to emphasise that point so they know this should
not be regarded as having been signed off already.
oo Original Message-----
From: Gibson Will (ShEx:
Sent: 18 September 2013 17:56
To: LEWIS, Jonathan; Mcinnes Tim (ShEx); Payne Emma (ShEx)
Subject: RE: Prospectus - POL comments
Thanks Jonathan.
We will do - just to echo Tim's point re sign-off, I have just come from a meeting with POL's CEO where she was voicing
her concerns that not of POL's comments had been picked up so they have definitely not signed off their wording! That
said, we will ensure that we have chapter and verse from POL on what they feel is outstanding.
Will Gibson I Executive Director I Shareholder Executive
BIS, 1 Victoria Street, London SW1H OET I
www.gov.uk/government/organisations/the-shareholder-executivé
The Department for Business, Innovation and Skills (BIS) is making a difference by supporting sustained growth and
higher skills across the economy. BIS: working together for growth
Sent: 18 September 2013 17:46
To: Mcinnes Tim (ShEx); Payne Emma (ShEx); Gibson Will (ShEx)
Subject: RE: Prospectus - POL comments
ok - let me know as and when you want to speak
GRO
From: Mcinnes Tim (ShEx):
Sent: 18 September 2013 17:
To: LEWIS, Jonathan; Payne Emma (ShEx); Gibson Will (ShEx)
Subject: Re: Prospectus - POL comments
Jonathan,
Thanks for this and for fighting our corner. I'm not sure if I agree with any of their points - in particular certainly nor
around POL signing off any wording - so we'll talk at this end re. best ways to move forward.
Tim
— Original Message -.
From: jonathan.lewis@:
Sent: Wednesday, Sept
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To: McInnes Tim (ShEx); Payne Emma (ShEx)
Subject: FW: Prospectus - POL comments
Tim - I explained to S&M the POL points and sent the attached markup. Please see the two emails below from S&M
setting out the POL position. Could you look at these and let me know your thoughts? With the strength of this opposition,
given it is RM's prospectus after all, there is only a limited amount of further pushing I think we can actually do. From a
legal perspective, I would not advise pushing further. Let me know thoughts in due course -- happy to discuss.
Best
Jonathan
From: PAPANICHOLA, John [mailt
Sent: 18 September 2013 17:13
To: Dunn, Alex; LEWIS,
Cc: JONES, Tim! GRO
Subject: RE: Prospectu
CONFIDENTIAL EMAIL FROM SLAUGHTER AND MAY - THIS EMAIL AND ANY ATTACHMENT MAY BE
PRIVILEGED
It's probably also worth relaying that the NED who made the point on Horizon, Les Owen, used to be a POL NED and so
probably feels he has a particular right to comment on this. As Alex says, POL itself has signed-off on all the POL text
(following comment and debate - including on the Horizon disclosure).
John
John Papanichola I T 7
-----Original Message---—-
From: Dunn, Alex
Sent: 18 September 20
To: jonathan.lewis@
APANICHOLA, John; phillip.sharp@
Subject: RE: Prospectus - POL comments
Thanks, Jonathan. I will work through these and we can then discuss.
But, as you note, this is the company's prospectus and all of these points have been discussed at length with them
previously in drafting meetings and follow-up sessions etc.
I will look through your mark-up in detail but please note that the Horizon point was raised specifically by one of the non-
executive directors who was adamant that a reference to this must appear in the prospectus. We had drafted the revised
paragraph so that it was consistent with the report and POL's press release. POL have reviewed this section and had no
comments on it (as it is now drafted) so I am surprised that it should be of concern to the POL team within BIS. I think
this will need to stay as drafted.
The IT separation section has also been subject to detailed discussions (both at operational and legal level) between RM
and POL, the wording reflects the position that RM is happy with following those discussions.
That too will need to stay as drafted. In particular, RM feels that there is a risk of reputational and other damage if the
separation, per se, is not successfully achieved (following recent high profile corporate failures to achieve separations on
time and on budget). This particular point is of concern to senior executives within RM.
Kind regards,
Alex
This email is confidential and may be legally privileged. If you have received it in error, please notify us immediately and
then delete it. Please do not copy it, disclose its contents or use it for any purpose.
Freshfields Bruckhaus Deringer LLP is a limited liability partnership registered in England and Wales with registered
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number OC334789. We are authorised and regulated by the Solicitors Regulation Authority and a list of our members
(and of the non-members who are designated as partners) and their qualifications is available for inspection at our
registered office, 65 Fleet Street, London EC4Y 1HS. Any reference to a partner means a member, or a consultant or
employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms
or entities. Please refer to www.freshfields.com/support/legalnotice for regulatory information (including in relation to the
provision of insurance mediation services).
This email was received from the INTERNET.
Communications via the GSi may be automatically logged, monitored and/or recorded for legal purposes.
Communications via the GSi may be automatically logged, monitored and/or recorded for legal purposes
This email is confidential and may be legally privileged. If you have received it in error, please notify us immediately and
then delete it. Please do not copy it, disclose its contents or use it for any purpose.
Freshfields Bruckhaus Deringer LLP is a limited liability partnership registered in England and Wales with registered
number OC334789. We are authorised and regulated by the Solicitors Regulation Authority and a list of our members
(and of the non-members who are designated as partners) and their qualifications is available for inspection at our
registered office, 65 Fleet Street, London EC4Y 1HS. Any reference to a partner means a member, or a consultant or
employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms
or entities. Please refer to www. freshfields.com/support/legalnotice for regulatory information (including in relation to the
provision of insurance mediation services).
This email was received from the INTERNET.
Communications via the GSi may be automatically logged, monitored and/or recorded for legal purposes.
Communications via the GSi may be automatically logged, monitored and/or recorded for legal purposes
This email is confidential and may be legally privileged. If you have received it in error, please notify us immediately and
then delete it. Please do not copy it, disclose its contents or use it for any purpose.
Freshfields Bruckhaus Deringer LLP is a limited liability partnership registered in England and Wales with registered
number OC334789. We are authorised and regulated by the Solicitors Regulation Authority and a list of our members
(and of the non-members who are designated as partners) and their qualifications is available for inspection at our
registered office, 65 Fleet Street, London EC4Y 1HS. Any reference to a partner means a member, or a consultant or
employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms
or entities. Please refer to www.freshfields.com/support/legalnotice for regulatory information (including in relation to the
provision of insurance mediation services).
This email was received from the INTERNET.
Communications via the GSi may be automatically logged, monitored and/or recorded for legal purposes.